Rode to Magnolia
by kyouko68
Summary: Pantherlily goes on a mission by himself, but then Happy decides to go with him. What happens when the mission goes wrong? During the journey some...feelings are developed... LilyXHappy! rated for language
1. Chapter 1

**Hey everyone! You know it! The very first PantherlilyXHappy fanfiction! Well, as far as I know. Now, I know there is a major gap in between their ages, but nothing can stop a ship from shipping! Plus, this isn't an M-rated fic so get your heads out of the gutter! You've heard it hear from yours truly, kyouko68! Enjoy the show!**

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><p>Chapter 1: Independence<p>

Pantherlily gazed intently at the request board. He doesn't have much experience when it comes to choosing a job for himself. Gajeel usually did all the work. He would be the one to pick out a mission for them, but not today.

Today Lily's going to go on one all by himself. He was quite content with it actually. He could probably use this time away from the guild for a while.

The black exceed turned to watch his friends cause mischief around each other. Don't get him wrong, he loved the guild as much as the next guy, but he won't be long anyway. Hopefully theirs a job somewhere where he doesn't have to stay long.

"Hey Lily whatcha doin'?" A certain blue exceed flew towards Lily and landed next to him. The younger has always been some sort of mystery to Pantherlily. There are many times when Happy is very mischievous and snarky to others. Lily knew it was just apart of his character, but there are other times were Happy can be as mature as Lily himself. Even though those times are pretty rare…

"I'm going to take on a job." Lily told him. Happy's eyes widened with wonder.

"Wow, you're going by yourself? I've never done a mission by myself before. I'd always have Natsu with me." He said happily. "Ooh! Can I go with you?"

"Uh…why?" Pantherlily has always known Happy's trouble with independence. Most people don't even recognize his presence. It might actually be good for him to go on this mission with him.

"Pleease?" the smaller cat begged.

"Ok, fine." Right when he said those words Happy rejoiced and sped off to go brag to Natsu and the others. Lily heaved a sigh.

"Guess what you guys! _I'm_ going on a mission. And it's just going to be me and Pantherlily! We'll show you all how strong we little cats can be. Right Charle?" Happy floated around the she cat admiringly.

"Whatever…" Charle responded. Pantherlily didn't understand his fascination with the she-cat. She turns him down at any advance. But he could at least give his props for his persistence.

"Your don't want me to go on this one with you? I could be of some help-" Natsu began, but Happy stopped him.

"Nope, not this time Natsu. I think I'm old enough to make my own decisions." Happy said proudly. Natsu was taken aback. Rivers of tears ran down his face as Natsu tackled his partner and best friend in a bear hug.

"My little Happy is all grown up! Oh man, I promised myself I wasn't gonna cry!" Natsu wailed comically. Lily chuckled then turned back to the board. He had his eye on one job. It was kind of simple: Locate and unmask an evil witch plaguing the town of Chashire.

Wait, _Chashire_? That place is really far from Magnolia. Lily didn't know if Happy would be ok with that.

"So what's our job, _partner_?" Happy bounded up to the raven cat in excitement.

"Why don't you see for yourself?" Lily handed him the poster. Happy read it and his ears drooped slightly at the location.

"I-it's a bit far don't you think." Happy said timidly. Pantherlily smirked at the younger's flushed expression.

"Is it too much for you? I thought that you were gonna show everyone what you can do." Lily teased. Pink dusted across Happy's cheeks as he tried to put on a brave face.

"Th-this is nothing! I'm just as strong as any other mage in the guild! Let's go Lily!" Happy pulled the other along.

"Hold on, I have to confirm it first." Lily protested. Happy let go of Pantherlily's paw and turned to him, smiling apologetically.

"Oh yeah, almost forgot…" Happy rubbed the back of his head nervously.

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><p>"Wait, why can't we just fly there?" Happy questioned as they boarded the train. Even though Happy was not as sensitive as Natsu was when it came to transportation, Happy would prefer to fly than taking a train.<p>

"As you know Chashire is a city a long way away from where we are now. We need to conserve our magic energy just in case we need to use it during the mission." Pantherlily pointed out.

"A-aye…"

"Oh come on, it's not that bad. I'll buy you some fish crackers." Right as Lily said this Happy flung himself at Lily, wrapping his little arms around the others waist.

"You're the best Lily!" he rejoiced. Pantherlily was taken aback from the sudden affection making heat rise to the black exceed's cheeks.

"Oi oi…" Pantherlily uttered stiffly.

The ride there was a long one and Happy fell asleep in his seat. Pantherlily watched the younger sleep as he observed how he resembles a common feline of this world. Even though Happy and Lily were in fact not cats, Happy has lived in this world his whole life. It was inevitable for the younger to take upon cat like characteristics.

It was kind of cute watching Happy curled up in his seat, purring like the youngling he is. Lily himself was not much older than Happy. When it comes to exceed years, Happy is a premature teenager, compared to human years he should be a toddler. Lily is an adult and has been for a few years now. In Edolas, his size made him become a solder for the royal guard at a very young age.

Lily began to lose his train of thought as he slowly fell asleep.

HLHLHLHLHLHLHLHLHLHL

Groaning, Pantherlily awoke. The first thing he glimpsed was a tuff of blue hair in his face. It didn't take him long to notice that Lily was sleeping way to close to Happy. Pantherlily jumped and moved away quickly before he was caught spooning his friend.

_Man, I really need to learn how to stay still when I sleep_. Pantherlily sighed ruefully. It seemed that there stop was up next. He placed his paws gently on Happy's shoulders and shook the blue exceed awake. "Happy, wake up. Are stop is next."

Happy stretched his limbs with a content sigh. "Aye sir…" he mumbled as he rubbed his eyes from sleep like a young kit. He didn't want to admit it, but Happy did look quite adorable. Lily turned away from him so he wouldn't be accused of staring.

"Well, let's get this over with."

"Aye!" Happy grabbed Lily's paw and dragged him off the train. "This is so exciting! We're off on our own adventure, just the two of us! I can't believe this is actually happening!" Happy said with the sudden burst of energy.

Pantherlily was pretty much used to this behavior from Gajeel anyway. Being dragged here and there from a slightly clingy partner. Don't get him wrong, he wasn't irritated from it one bit. Lily just didn't mind.

"Say…Pantherlily. Why _aren't _you going on mission with Gajeel?" Happy asked suddenly. Oh yeah, Lily hadn't really told the younger of why he was going alone.

"Well, it's Gajeel and Levy's anniversary and well, let's just say they took a vacation. I just need a little extra cash." He explained.

"Ah."

Even though the mission hasn't really started yet, Pantherlily had a bad feeling in the pit of his stomach about this. As if something is going to happen later on that will most likely going to put the pair in a bad situation. _Eh, maybe I'm just being a little paranoid._

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><p><strong>Please review guys! There a lot more where that came from!<strong>


	2. Chapter 2

**I'm starting the next chapter my lovelies! Hehe, I'm not creepy. Anyway! Here it is, enjoy!**

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><p>Chapter 2: Lost<p>

Ever since they entered Chashire town, the two exceeds were informed by the person that hired them that the witch never stays in the same place at once. She's slippery and it has been really hard to catch her.

Right now Happy and Pantherlily were walking through town. "Keep your eyes open Happy. We'll have to look in the sketchiest magic shops or something." Lily reminded the other. "The only good fact is that she never stays too far from town. Probably has some kind of grudge with it or something."

"Talk about convenience. We should ask around." Happy went up to the first person he saw. Pantherlily stared warily at his partner as he approached the group of people. "Excuse me, have you seen a suspicious looking magic shops around here."

The first man looked down at Happy. He gasped audibly. "Oh my gosh, it's a talking cat!" the guy gasped. Pantherlily rolled his eyes. He knew something like this would happen. Shaking his head he walked over to help his new partner.

"Can you please just tell us where the location of-"

"Look there's another one!" a little girl squealed. "Come here kitty!" Lily was becoming a little irritated. This was a lot easier when there was a human coming along, especially when with Gajeel.

Both Lily and Happy were grabbed by two clingy little girls. "He's so soft!" one wailed in Lily's ear. Struggling, Pantherlily considered changing into his bigger form, but that would just frighten the good town folk.

"I can't breathe!" Happy rasped as he also struggled against the iron grip of the children. _When did kids get so strong?_ Happy thought.

"Alright that's it, come on Happy!" Lily scratched girls arm just enough for her to let go but not enough to break skin. He grabbed Happy's paw and pulled him out of the other gasp. Running rather than flying he led his blue counterpart somewhere else. "We'll look somewhere else."

"Wait Lily, where are we going?" Happy protested as the other continued to pull Happy. Pantherlily wasn't really paying attention where he was going. He was a bit distracted from how soft and fragile Happy's paw was compared to Lily's rough and battle scarred paw. Unconsciously, he held it longer than need be.

Pantherlily neglected to notice that they were walking into a rather dark and gloomy part of town. Not many people were seen, but if they did see someone, it didn't look like someone you'd let in your house. There were many dark alleys and trash litter the streets. _How did this place change so drastically? _"W-where are we?" Happy shivered, taking cover behind Pantherlily.

"I don't know, but it looks like the perfect place to start looking. I think we should split up-"

"I knew you were going to say that! I want to stay with you! Y-you know… s-so I can protect you from bad guys! Y-you know how trustworthy I am!" Happy stuttered. The younger clung on to Lily's arm. Sighing, Pantherlily stayed with Happy, but they decided to fly rather than walk to cover more ground.

They searched inside many underground magic shops hoping to find so clues about the 'witch's' whereabouts. For what seemed like hours, the two landed in an old alley way to take a break. "Ok, the only lead we have is that she usually dwells near the outskirts of town." Lily said. Happy was barely listening as he was distracted by the steep rode down the alley.

"This could be a great place to sled down. We should totally sled down here!" Happy commented in excitement. The alley was in fact quite icy from the winter weather here.

"Happy we have a job to do-ahh!" Lily's paw was yanked by Happy. Both exceeds went sliding down the steep icy road.

"Weeeee! This is awesome!" Happy hollered as they slipped and slid faster and faster. Pantherlily's vision blur as he spun round and round on his belly.

"I can't stop!" he tried digging his claws into the ice but it would just hurt every time. Happy crashed into the other making them both barrel ungracefully farther and farther. Before either of them knew it, they crashed into something.

It was a soft object they ran into but then realized that it was a persons back they collided with. The person was companied by three others who were also lying down in the ally. _Probably hobos_. It made them wake up from sleep. "You tikes better be lost. 'Cause trespassins' a crime." One grunted. Both exceeds were slightly dizzy from the ride, but managed to speak.

"Uh, sorry. We're just passing through." Lily said. There were only four of them, but they all looked big grumpy. They didn't bother standing, but they stayed leaning on the wall like normal. All of them seemed to have some kind Australian accent.

"Oi, you wouldn't be heading out to them distant hills into the blizzard country?" Another asked gesturing to the mountains bordering the town.

"Yeah, we are.I think…We're looking for someone that might be there. Why?" Happy asked shivering slightly.

"Croiky, you might just come face to face with the annihilator." The other man told them ominously.

"Th-the annihilator?" Happy whimpered, grabbing onto Lily for support.

"To you're right. Catch ya up as soon as look at 'cha."

"Wastes every living thing in her path." They all spoke correspondingly.

"Everything?" asked Lily.

"Every livin' thing…"

"It's useless, mate. Useless. Even if you're a whopping grey whale, she'll drag you're sorry carcass ashore, dice ya up, melt ya down, and turn ya into…fun food." The larger male warned them as the graphic images churn inside Happy's mind.

"On minute you're a big 'ol whale, next minute…fun food!"

Lily wasn't going to be deterred by some rumors. He was never the one to cower in the face of danger. He wished to finish this mission as quick as possible. "It's probably not as bad as you think it is. I think we can manage on our own."

"Oh yeah? And what'll be your approach?"

"Maybe if I can speak with her, you know…appeal to her better nature." Pantherlily knew that what they were referring to was the witch that was supposedly plaguing the town.

"Buety! If that crafty little trick pays off, you'll be sure to let us know, wont ya?" They all began to chuckle lowly as if the two exceeds were destined to get killed up there. Pantherlily ignored their warning and walked on. Happy stayed frozen to his pace for a moment but then timidly joined the other trying to ignore the hobo's eyes following him.

"It's your funeral, mate!" One of them called out.

Pantherlily and Happy were walking for a good fifteen minutes before Happy broke some of the silence. "Do you think that what those guys said is true? I don't want to become fun food." He whimpered.

"Don't let them get to you Happy, they're just trying to scare you."

"Hehe, yeah. I-I'm not scared of anything…"

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><p>Happy and Lily trekked on until they reached the snowy and windy mountain. The winds were so powerful that they nearly swept both of them off their feet. Pantherlily had to walk behind the younger so that Happy wouldn't get blown away. <em>This is worse than Mt. Huckabee. <em>Lily thought. If either of them were to spread their wings, they would immediately get sent down the mountain. That would be bad, surely.

Beyond the snow and wind there was a place that was visibly bright somewhere up the mountain. It took a long time, but they finally reached their destination. "L-l-let's h-h-hurry! I-I-I'm freezing!" Happy whined. Lily agreed as they entered the building. It was small, but seemingly inviting.

"Is this the place?" Happy asked as they took a look around. The place was like some kind of Christmas workshop, minus the elves. There were lots of toys and candy on the shelves high above. It looked empty; they had yet to see anyone. "Hello! Is anyone in here?"

Pantherlily's ears flicked as he thought he heard something. "Who's there?" he demanded. Happy braced himself for a fight, but doing so he accidently tipped over a large box of toys. The objects crashed to the floor loudly. "It…It wasn't me…"

Pantherlily pinched the bridge of his nose. Hopefully they wouldn't get caught-

"What is vermin doing in my shop?" Happy and Lily were capture in some kind of blobby substance. It must have been some kind of spell.

"Show yourself!" Lily demanded.

"What is this stuff?" Happy wriggled around as if he were stuck in jelly. "My magic is draining!" Happy went almost limp.

"Happy!" Lily attempted to reach out to his partner.

"I've never care much for cats before." An old boney woman emerged from the shadows. She had a sharp nose and black beady eyes and stood unnaturally tall.

"Are you the witch that has been plaguing the town of Chashire!" Lily demanded. He felt his own magic power dwindling.

"So they _have_ sent mages to come and capture me. They've made the fatal flaw of sending…whatever you are." She sneered. "At least I don't have to relocate now. I can just kill you both."

Lily smirked knowingly. "That's what you think!" with the last of his strength, Lily threw a capsule-like object at her.

"What is this?" she hissed as a magical net sprang out and wrapped around her body and knocked her off her feet.

"I'm not going down just yet!" Happy seemed to regain consciousness and brought out a flare gun. He pointed towards the ceiling then shot it through the roof. "Now they know that you're here lady!"

"Curse you! I won't let you off so easily!" the witch kicked a lever that just happened to be standing next to her. Suddenly a strong wind came out of nowhere. It was more powerful than the winds outside.

"Lily! What's happening?" Happy called out to the other. The anti-magic substance around both of them was dissipating off of them while they were swept off their feet.

"Happy!" Lily reached out to his partner hoping not to be separated. "Grab my paw!"

"I'm trying!" Happy seemed to get farther and farther as the world around them turned into blurs of different colors. It felt like the time they went from Edolas to Earthland coupled with the feeling of being in a washing machine.

Reaching out one more time, Lily felt his consciousness slipping away until darkness concealed his surroundings.

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><p>Pantherlily woke up with a start. He sat up abruptly. He immediately began to study the around his surroundings. <em>Where the hell…are we…?<em> He thought in confusion. For some reason he was surrounded by deep dense under brush and seemingly temperate trees rustled with soft wind along with the overgrown plants that Lily could not identify.

"Happy?" Lily looked around in search for the tiny blue cat that shouldn't be too hard to find. He made a slight movement to his right, but it only caused him to slip off of the wide and flat leaf he was lying on. "Wa!" Lily yelped, but then realized that he was only a mere a few feet off the ground. "That was close…" he sighed. Opening his eyes, Lily looked down to see Happy lying in between his paws.

Their faces were barely inches apart as Lily unintentionally hovered above him. Pantherlily's face heated up at the rather suggestive position. It was a good thing that Happy was still unconscious. Lily jumped up and dusted himself off, clearing his throat.

He kneeled down beside his friend and shook him slightly. "Happy wake up." He whispered. The blue exceed squeezed his eyes before he fully opened his eyes.

"Li…ly.._Lily_!" Happy jumped up suddenly making their foreheads collide. "Itte!" they winced. "Wh-where are we?" Happy looked around frantically as if they were still in the midst of danger.

"I don't know, we seem to be in some kind of rain forest. We better fly up higher to see exactly where we are." Lily pointed to a gap in between the tall trees showing blue sky.

"Aye sir!" Happy eagerly jumped into the air. What both of them didn't expect was when Happy landed face first in dirt. "What the…?"

"That's odd." Lily pondered the reason why Happy suddenly couldn't use his aria. Pantherlily tried it as well with the same results.

"Why can't we fly? Are we in Edolas again?" Happy feared.

"That's impossible. I wouldn't be in this smaller form if we were. I can't seem to use any of my magic in general." Pantherlily took another long look at the suspicious forest around them. "I think it might be this forest." He pinched dirt from the soil and let it crumble in his paws. "The properties of the soil and foliage have some kind of odd trait to them.

Happy gasped. "Wait, I think I know where we are…but I thought places like this never existed." Happy took a few steps back while looking up at their surroundings with a shocked expression on his face. "The Venus Rain Forest!"

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><p><strong>To be continued guys! Please review so I can get the ok to continue this! I'm looking for at least 5 reviews! ^_^<strong>


	3. Chapter 3

**Ok guys, it's what you've all been waiting for! The next chapter! I just realized this pairings name. **_**Happily**_**! I'm going to try to have other people ship this pairing! Enjoy!**

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><p>Chapter 3: The Venus Rain Forest<p>

"The Venus Rain forest? I've never heard of anything like that before." Pantherlily said skeptically. "What is it exactly?"

"It's a forest that's thrives off of magic energy. But instead of using its own, it has to feed off of any other magical source in a five mile radius." Happy explained pointing to a cartoon like diagram. "Once we step foot in this forest we can no longer use our magic."

"Wait, if this forest is using our magic energy, then shouldn't it be killing us by now?" Lily asked curiously. If what Happy says is true, than their lives could possibly be in jeopardy.

"Not really. This is a rain forest. It also can't survive without organisms. This just so happens to be an ideal place for an animal to live since their safe from magic using hunters."

"I see…How do you know so much about this place?"

"Natsu and I had to do a mission before about th…th…waaa! Natsu~! I miss you~!" he baled loudly flopping down onto his bottom miserably. Pantherlily sighed.

"If you guys did a mission on it, how doesn't it exist?"

"W-we never found it…" Happy whimpered. Lily kneeled down and wrapped his arms around the other in an embrace. He wasn't too familiar with comforting others, but this will have to do. Half of him was taking advantage of this moment to get closer to the other, but Lily would never admit this, not even in his mind.

"It's fine. We just need to keep moving forward." Luckily since they were both exceeds, they practically have a built in navigational system subconsciously. They always manage to find their way home. "We seemed to accomplish the mission, but too bad we couldn't get the reward money."

"That's ok though, ne?" Happy flashed him a wide smile. Lily returned the smile back then helped the other stand up.

"We've got a long journey ahead of us. Right, partner." Lily added emphasis to that last word filling Happy with joy. He lunged forward and glomped the other tom and squeezed the life out of him. "C-cant breath…"

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><p>(Montage time!)<p>

The two ventured through the dense and unexplored forest. Happy trailed a stick along in content as if they were hiking. There were times when they had to hop rocks to get across a river and occasionally save Happy from drowning in his attempts to catch a fish. Or even balance they way across a thick fallen tree trunk, trying not to fall into a deep gorge. (Happy clung onto Pantherlily the whole time.) Other than the treacherous obstacles they often faced, Happy seemed to be in wonder about all of the things around him as if he was a kit in a candy store.

He _so full of energy, it makes me feel old…_It was true that Lily was older than Happy. But there ages weren't that far apart. It was probably to the equivalent of a 17 year old and a 21 year old. But Pantherlily wasn't going to go into detail about exceed years compared to human years because it was kind of complicated.

"Hmm…" Happy groaned out of nowhere. Lily nearly bumped into the other as he didn't expect the other to stop so suddenly.

"What's wrong?" Lily asked. Happy scratched the pad of his paw almost unconsciously. When Pantherlily took a closer look at Happy's paw, it seemed red and swollen as if he'd be scratching it for a while now.

"Itchy…" he groaned louder.

"How'd this happen?" Lily took immediate attention to the infected appendage. "It looks like some kind of allergic reaction. Have you touched anything odd lately?" he asked the younger.

"Well…all I really touched was my hiking stick." Happy gestured to the short stick that previously had red and blue oval leaves on it until Happy plucked them off.

"It must have had something poisonous on it."

"_Waaa_! I'm dying?" Happy shrieked.

"Don't worry. It's probably just like poison oak."

"Oh…" Happy sat on a tree stump as he watched Pantherlily wrapped his paw up. It was a good thing that the still had they're traveling packs. "Thanks Lily. That feels a lot better-_ow_!" When Happy slid his butt off the stump he felt something stab him. "Ow, ow! I think I got a splinter!"

Pantherlily sighed. "Can't you be more careful most of the time?" Happy was too preoccupied with the sliver in his rump, trying to scratch at it. "Let me see." Lily ordered. Happy then turned around and bent over the stump, lifting his tail up high.

"Can you see it?" The azure asked. Lily gulped. He was lucky his fur was so dark or his blush would be visible. _Dammit, this is nothing! I just need to focus on the task at hand! _Pantherlily thought frantically. He placed his paws on the others hips pulling him in closer. "Please be gentle…"

Lily hesitated. He just _had_ to say that. He shook his head to clear his dangerously gutter-like thoughts. He and Happy had a strictly _platonic _relationship godammit.

"H-hold still." Lily rasped as he spotted the wood chip sticking from his rear end. He had to use his teeth since his claws would probably push it farther in. (cringe)

Biting down on the end of it, Lily got a quick response from Happy. "Ouch! That hurts!" he jerked away from him making it harder for Lily to get to it. He also pushed his tail down in between his legs. Pantherlily pawed his tail back up so he could see.

_Boy…this makes me feel like some kind of rapist…_Lily thought almost jokingly. "Don't be such a baby." Lily bit down on it once more then yanked it out in one motion. Happy yelped and his tail stiffened. Pantherlily spit the splinter out. "See that wasn't a big deal."

"Yeah I guess so…" Happy stayed silent for a moment. "Um…Lily?"

"Yes?"

"Y-you can let go of me now…"

"Wha- Oh oh right!" Lily took his paws off of Happy's hips. He had to get his act together. Pantherlily's hormones have never acted up this much before. Back in Edolas he was never really around other exceeds since he was banished during his teen years. He had thought this phased would have passed a long time ago. What a pain.

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><p>"And we're off!" Happy marched through the woods in new found enthusiasm. Lily followed after him at a slightly slower pace. He looked through the trees canopy above and realized that the sun was setting soon. They should find somewhere to stay before it gets dark.<p>

The noises of the forest seemed pretty lively. Who knows what kind of creatures they'd come face to face with, and Pantherlily didn't want to take that risk.

As if it were some kind of taboo to think about it, Lily's ears pricked as he heard a mysterious rumbling noise coming from the underbrush. Pantherlily stopped walking momentarily as his guard was on its highest.

The rumbling sound became louder as Lily then realized that it was literally coming from underground. "What was that?" Happy fretted as he was a couple feet in front of him.

"That doesn't sound good." Pantherlily commented as he stood in a battle ready position. Happy moved closer to the other so they stood back to back. "Stay on guard." From the sound of it, the thing was huge and it was coming at them at a break neck speed. "Move!" Both of them jumped out the way as something broke through the ground. It's roar was high pitched making the exceeds have to cover their ears.

"What is that thing?" The monster looked like an overgrown worm that was about ten feet in length with four sharp black tusks in its mouth. It lunged itself at both of them. They jumped out the way as it burrowed underground again. Pantherlily could tell it was coming back for more.

"I think it's a Mongolian death worm! But what is it doing here?" Lily suggested. He readied himself for another attack as it bust its way through the surface once more. He was ready for it as he jumped on its back.

It screeched a bucked spitting green slime from its tusked mouth. "Happy stay clear of that stuff! It's poisonous!"

"Aye sir!" Happy leaped as high as he could into the air and through fish and squid into its mouth. "Take that!" The beast choked on the seafood attempting to spit it out. While it was distracted Pantherlily took the chance to slice it down the middle with his weapon.

The death worm writhed, spitting acid everywhere. Unfortunately Lily didn't have enough time to dodge the spray as it got him on his ankle. "Gah!"

"Lily!" Happy rushed to his side. "Are you ok?"

"I'm fine. It's just a flesh wound." He panted. Taking a look at it he notices that a patch of fur had been burned off leaving it pink and swollen.

"No! You're hurt badly! What should I do?" Happy panicked. He gazed fearfully at the currently dead worm. "W-wait here!" Happy hurried to get the first aid kit from Lily's bag. Pantherlily struggled to stand.

"Happy, there's a stream nearby. I need to clean this thing." He told the other.

"Uh…Aye!" Carrying some supplies with him he helped the older cat get to the small stream.

"The Mongolian death worm spits out a deadly corrosive substance called sulfuric acid." Lily explained as he slowly dipped his ankle in the cool water. Happy didn't really understand most of what Lily said, but he still wanted to help.

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><p>"It's getting dark we need to find shelter." Pantherlily brought the matter at hand as the sky was already darkening.<p>

"You probably righ-" Happy stopped in the middle of his sentence as he sniffed the air. "Uh oh…"

"What is it?" Lily asked trying to catch the scent of whatever Happy smelled, but his sinuses weren't working well since he could only smell sulfur.

"Um…nothing, we should find that shelter! Come on now." Happy seemed like he was hurrying.

"What's the rush?" As if on cue, there was a loud sound of rolling thunder. I shiver went through Pantherlily's spine. His worst nightmare. "Was that what I think it w-" there was a loud boom a thunder. Lily's hackles were raised as he gave an unmanly squeal.

"Don't worry Lily. I see a empty tree trunk." Once Happy pointed it out Lily had already dashed his way into it. He sat in a fetal position pushing down his ears to his skull. Happy joined him soon after. The azure wasn't as afraid of thunder as Lily was, but it was scary sometimes.

It didn't take long for it to start pouring rain. The thunder was relentless as it crackled and stormed outside. Pantherlily flinched with every sound that came from it. It was also very cold so both of them were shivering.

Happy snuggled closer to the other. "Lily, a-are you alright?" He asked timidly. The first time Happy experienced Lily's weakness he thought it was a joke. It was funny to make fun of the usually serious cat, but this time he wanted to comfort him.

"Lily?" Happy whispered. There wasn't much of a response from him, only another cringe from the lightning.

After a moment, a light bulb lit in Happy's mind. Happy figured that he should distract Pantherlily so he doesn't pay attention to the storm. "You know, when I was younger Natsu would sing to me whenever I felt scared." Happy mentioned. Lily's ear would have twitched if they weren't oressed to his head.

Happy snuggled a bit closer to Lily. "Don't be afraid, Lily." Happy pressed his forehead to Lily's and began to sing:

_Ohh~_

_Yeah~_

_Donna toki demo, omotte iruyo_

_Aenai hi mo every time I feel…Aah~_

_Attakana tenohira, kurumareta heart and soul_

_Hanarezu ni koko ni aru~_

Happy's voice nearly took Pantherlily's breath away. He has never heard the younger sing before. His voice was so smooth and enchanting that it seemed unreal.

_Nanigenai yasashi ni meguriau tabi_

_Subete wo dakishimetaku naru yo_

_I will be as one kimi wo mamoritai_

_Suki dayo yes you itoshii hito_

_Afure dasu omoi kakusazu tsutaeru kara_

_Tatta ichido deatta kiseki sa_

As Pantherlily listen to his dear friend sing, he slowly began to forget about the storm. Exceeds actually use singing to attract mates sometimes. Not often nowadays, but it's a genetic trait that even the latest generation has. All exceed can sing. They eventually find their voices as they grow up.

Of course Happy doesn't know this. Pantherlily began to purr. He hasn't done something like that in years.

_Hoshitachi ga musubi kagayaku youni_

_Amatsubu yagate umi ni sugu youni_

_Futari kasane aou, love, kimi ga subete…_

"Hehe, you know. You smell really good right now Lily." Happy said dizzily after he was done. Pantherlily stiffened. Listening to Happy sing must have made Lily give off some kind of pheromone. It's a scent that impresses potential mates.

Pantherlily was actually giving off all the right signs that he wanted to…mate with Happy. Lily straightened and put his paws on Happy's shoulders pushing him away slightly. "I think I'm gonna be ok." He coughed.

Happy tilted his head in confusion. "Hm, ok. Wait do you here that? The storm stopped." Happy said in excitement. Even though that was a good thing, Lily still felt a bit uneasy. Shaking his head from all thoughts he slowly drifted off into sleep.

* * *

><p><strong>The song in this chapter was in fact 'Be as one' which was the 6<strong>**th**** Fair Tail ending song. I love it! Anyway, sorry for the slight Occness. Please review before you go and see ya'll next time!**


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